Exhibit 10.17


December 8, 2006


 


Re:  Separation Agreement and General Release


Dear Mike:


This letter confirms the agreement
between you and On Assignment, Inc. and its affiliated companies (collectively,
hereinafter referred to as “On Assignment”) with respect to your separation
from employment with On Assignment.  On December
7, 2006, you tendered your voluntary resignation effective December 8, 2006,
(the “Separation Date”), which will be your last day of employment, and On
Assignment accepted that resignation in accordance with the following terms:


1.             Current salary and benefits.


(a)  You
will be paid in full for all salary earned, including all accrued but unused
vacation, through the Separation Date. 
Of course, these payments will be less standard deductions and
withholding as determined by On Assignment.


(b)  You
will be reimbursed for all appropriate business expenses incurred through the
Separation Date in accordance with our expense reimbursement policy.  Please submit any such expenses as you
normally would as soon as possible and we ask that you do so no later than
December 29, 2006.


(c)  Your
health and dental insurance coverage will continue as usual through December
31, 2006.  Thereafter, you will be
responsible for your own health and dental insurance, and you may choose to
continue your insurance coverage under the provisions of COBRA or any similar
state law.  You will be provided
information regarding COBRA separately.


(d)  Your
life insurance, disability benefits, and all other benefits provided or funded
by On Assignment will terminate as of the Separation Date.



 
 









(e)  As approved by the compensation committee of
the Board of Directors of On Assignment, your outstanding stock option grants as
of December 8, 2006, (excluding any restricted stock “RSU”), that would have
vested as of December 31, 2006, will vest as of December 31, 2006, despite your
Separation Date.  You will have six (6) months
from the Separation Date to exercise any vested options.  Please review attached Exhibit A for the
schedule outlining all options that have been awarded to you during your tenure
and options that will vest as of December 31, 2006.


2.  Press
Release; Employment References.  You and Peter Dameris have mutually agreed to
the press release announcing your resignation from On Assignment as outlined in
attached Exhibit B.  As discussed, On
Assignment is prepared to give you a favorable professional reference.


3. 
Separation Benefits.  On Assignment will pay you the following
separation benefits that you acknowledge you would not be entitled to receive
if you did not enter into this Agreement:


Within ten (10) days after this Agreement
becomes effective as described in paragraph five (5) below, On Assignment will
pay you a one (1) time payment of $375,000, less standard deductions and
withholding as determined by On Assignment.


4. 
Acknowledgement.  You acknowledge that once the salary and benefits
described in paragraph one (1) and the payments described in paragraph three
(3) of this Agreement are paid all compensation due and owing to you with
respect to your employment and/or any other prior contract you have or may have
had with On Assignment or from any other source of entitlement, including all
wages, salary, commissions, bonuses, incentive payments, profit-sharing
payments, expense reimbursements, leave, vacation, severance pay or other
benefits have been paid in full and that you are not entitled to any other payments.  You further acknowledge that the separation
benefits described in paragraph three (3) of this Agreement, are consideration
for your promises contained in this Agreement, and that such consideration is
above and beyond any wages or salary or other sums to which you are entitled
from On Assignment under the terms of your employment or under any contract or
law.


5. 
General Release of All Claims.  You understand that by executing this
Agreement, you are agreeing not to sue, or to otherwise bring any kind of claim
against, On Assignment or any of its agents for any reason whatsoever based on
anything that occurred through the date you executed this Agreement.  Specifically, in this regard, you agree as
follows:


(a)   Persons
released.  You hereby release
and forever discharges the “Releasees” hereunder, consisting of the Company,
its affiliated entities and, as the case may be, each of their current or
former owners, stockholders, affiliates, divisions, subsidiaries, members,
predecessors, successors, heirs, assigns, agents, directors, officers,
partners, employees, insurers, representatives, lawyers, and all persons acting
by, through, under or in concert with them, or any of them.



 
 









(b)   General
Release of All Claims.  Except as expressly provided in subparagraph
5(e), you release the Releasees of and from any and all manner of action
or actions, cause or causes of action, in law or in equity, suits, debts,
liens, contracts, agreements, promises, liability, claims, demands, damages,
loss, cost or expense, of any nature whatsoever, known or unknown, fixed or
contingent (hereinafter called “Claims”), which the Grievant now has or may
hereafter have against the Releasees, or any of them, by reason of any matter,
cause, or thing whatsoever from the beginning of time to the date hereof.


(c)   Claims
Specifically Released.   The
Claims released hereunder specifically include, without limiting the generality
of the foregoing, any Claims arising out of, based upon, or relating to your
hire, employment or remuneration by, or your separation from, the Company
including any Claims arising under:


(1)   the Labor Agreement between
the Company and the Union;


(2)   Title VII of the Civil
Rights Act of 1964, as amended;


(3)   the Age Discrimination in
Employment Act, as amended;


(4)          the Family Medical Leave Act and/or the
California Family Rights Act, as amended


(5)   the Americans With
Disabilities Act, as amended;


(6)   the Equal Pay Act, as
amended;


(7)   the Employee Retirement
Income Security Act, as amended;


(8)   the National Labor Relations
Act, as amended;


(9)   the California Fair
Employment and Housing Act, as amended;


(10) the California Labor Code; and/or


(11)    any other local, state or federal law
governing discrimination in employment and/or the payment of wages or benefits.



 
 









(d)         Release Of Unknown Claims. YOU ACKNOWLEDGE THAT YOU ARE
FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH
PROVIDES AS FOLLOWS:


“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”


Being aware of said code section, you hereby
expressly waive any rights you may have thereunder, as well as under any other
statutes or common law principles of similar effect.


(e)          Older Workers
Benefit Protection Act.  In accordance with the Older Workers Benefit Protection Act of
1990, you are aware of the following:


(1)          you have been and are
advised to consult with an attorney before signing this Agreement;


(2)          you have twenty-one (21)
days from December 8, 2006, to consider this Agreement; and


(3)          you have seven (7) days
after signing this Agreement to revoke this Agreement, and this Agreement will
not be effective until that revocation period has expired.


(f)            Claims Excluded from Release.  This General Release shall not
extend to any claim that may not, as a matter of law or public policy, be
released by you.


6.  Additional Facts.  You and On Assignment acknowledge that
different or additional facts may be discovered in addition to what we now know
or believe to be true with respect to the matters released in this Agreement,
and we agree that this Agreement shall be and remain in effect in all respects
as a complete and final release of the matters released, notwithstanding any
different or additional facts.



 
 









7.  Proprietary Information.
You agree and hereby reaffirm your existing obligations under
the Proprietary Information and Inventions Agreement that you signed
with On Assignment.  You understand and acknowledge that certain of the
obligations and duties in this Proprietary Information and Inventions
Agreement survive the termination of your employment and remain in full
force and effect.  In addition, in exchange for this severance pay,
you also agree that, for a period of one (1) year from the date that you
sign this Agreement you will not divert, take away,
attempt to divert or take away, or solicit any business from any of the
customers or prospective customers of On Assignment with whom you had contact
during the one (1) year preceding the termination of your employment with On
Assignment.


8.  Non-disparagement.
You agree that you will not make to any person or entity any false,
disparaging, or derogatory statements or comments about On Assignment, its
business affairs, or any of its employees.


9.  Confidentiality.
You  will not, directly or indirectly,
provide to any person or entity any information that concerns or relates to the
negotiation of or circumstances leading to the execution of this Agreement or
to the terms and conditions hereof, provided  that you may make
disclosure:  (a) to the extent that such
disclosure is specifically required by law or legal process or as authorized in
writing by On Assignment; (b) to your tax advisor(s) or accountant(s) as may be
necessary for the preparation of tax returns or other reports required by law;
(c) to your attorney(s); or (d) to members of your immediate family.  You agree that prior to disclosing such
information (except disclosures required by law or legal process or as
authorized in writing) you will inform the recipients that they are bound by
the limitations of this paragraph.


10. 
Entire Agreement. This Agreement
constitutes the entire agreement between you and On Assignment relating to the
subject matter hereof and supersedes any and all prior agreements or
understandings.  You represent and agree
that your decision to enter this Agreement is knowing and voluntary and based
only on the terms of this Agreement, and not on any other promises or
representations of any kind whatsoever. 
You acknowledge that you have been and are being encouraged by On
Assignment to consult with an attorney prior to entering into this Agreement.


11.  Enforcement;
Amendment. This Agreement and the rights and obligations of you
and On Assignment hereunder may not be assigned by either without the prior
written consent of the other, except that On Assignment may assign its rights
and obligations hereunder to any of its affiliated companies with or without
your consent.  This Agreement shall be
binding upon and inure to the benefit of both you and On Assignment and their
respective representatives, successors and permitted assigns.  You further agree that this Agreement may not
be discharged, supplemented, changed, or modified in any manner, except in a
writing signed by you and a duly authorized member of the management of On
Assignment.  This agreement shall be
governed by the laws of the State of California, excluding the choice of laws
rules thereof.



 
 









If the above accurately reflects your
understanding, please date and sign the enclosed copy of this letter in the
places indicated below and return that copy to me on or before December 30,
2006.


As noted above, this Agreement will not
become effective, and none of the Separation Benefits will be paid, until seven
(7) days after you sign this Agreement without having revoked it.


Mike, as mentioned, On Assignment
appreciates all you have done here and want to thank you for your service that
you have given us.  On behalf of everyone
here, I wish you all the best in your future activities.


Very Truly Yours,


	
  /s/
  Angela Kolarek

  	
   

  
	
  Angela Kolarek

  
	
  On
  Assignment, Inc.

  



 


The above accurately reflects the agreement
between On Assignment and me regarding my separation from employment.


 


	
  Dated:

  	
  December 8, 2006

  	
   

  	
  /s/ Michael Holtzman

  	
   

  
	
   

  	
   

  	
   

  	
  Michael Holtzman